General Terms and Conditions for Use of REPXPERT Portal

The following General Terms and Conditions (hereinafter “GTC”) of Schaeffler Automotive Aftermarket GmbH & Co. KG, Paul-Ehrlich-Strasse 21, D-63225 Langen (hereinafter “Schaeffler“) shall govern the legal relationship (hereinafter “user relationship”) between Schaeffler and any natural or legal persons as well as partnerships using the services offered by Schaeffler in the internet via www.repxpert.com (hereinafter “the User”).

The User is required to read the GTC carefully before using the Portal. By using the Portal the User accepts the application of these GTC and such acceptance is documented by the clicking of the button “I have read and accept the terms and conditions of REPXPERT” during the course of the registration procedure. The User thereby accepts the application of the GTC of Schaeffler in terms of the user relationship between the User and Schaeffler for the use of the Schaeffler REPXPERT Portal as well as the services available on the website under www.repxpert.de. The GTC shall be kept available for access at www.repxpert.de.

§ 1 Schaeffler REPXPERT Portal

1. The Schaeffler REPXPERT Portal at www.repxpert.de (hereinafter the „Portal“) is an internet-based and internet-driven service made available by Schaeffler as a website which, depending on the respective user group, provides access to basic and complex technical and commercial information and other services for registered Users. The Portal conveys, depending on the respective user group, to the User of the Portal technical and specialist information made available by, amongst others, third-party companies (hereinafter "Portal Partners"). In this regard, registered Users shall be provided through an offer of services with, amongst other matters, up-to-date basic information, specific product information, diagnostic aids and repair advice, access to the motor vehicle parts catalogue of TecAlliance GmbH, access to technical documentation such as installation instructions, current labour values and inspection plans for all current vehicle types on the market and other specialist information and support for the normal business of motor vehicle workshops as well as membership of an online community (the “Services”).

The Services will be made accessible to the User after due registration in the Portal in the internet in the so-called “registered area.” The actual scope of the Services may vary according to the various user groups and may be supplemented or reduced by Schaeffler at any time. The User shall have no right to the retention of any particular individual service.

§ 2 Authorised Users and Registration

1. Users of the Portal must state at the time of registration the user group to which they belong (e.g. workshop (including limited sales to end users), parts dealer (commercial resellers without workshop, hereinafter called parts dealers), educational facilities, employees of LuK/ INA / FAG / Ruville) and confirm such by way of the requested information in each case. Schaeffler may reject any registration or verify or change any categorisation in a particular user group. In addition, Schaeffler reserves the right to change the number or description of user groups.

2. Any use of the services or content of the Portal shall be subject to registration in the Portal having duly taken place first of all. Any registration for the use of the registered range of the Portal must be undertaken via the internet.

Upon registration a contract is formed as to the use of the Services of the Portal based on these GTC (“User Agreement”).

3. The use of the Services of the Portal shall generally be free of charge. Any access to individual areas of the Portal, in particular the motor vehicle parts catalogues and/or the repair manuals of TecAlliance GmbH available via motor vehicle parts catalogues can be facilitated however only for specific user groups against a redeeming of bonus points in terms of the Conditions of Participation for the bonus programme located at the end of these GTC. The right is reserved to set up further services of the Portal so that such are available only via the redeeming of bonus points or to make any settings for existing services subject to such redeeming of bonus points.

4. The information provided by the User at the time of registration must be complete and correct. This includes the following data: the name/the company of the User, the first name and family name of the responsible contact person, current physical address (not a post office box), a valid telephone and fax number for clarification of any outstanding matters related to the participation of the User in terms of the contract, as well as an email address and, depending upon the user group, a confirmation of the commercial trade registration. Any registration of a legal entity or a partnership may be undertaken only by a natural person legally entitled to act as a representative. During the term of the User Agreement the User must keep up-to-date the data requested by Schaeffler at the time of registration and shall notify Schaeffler of any changes by email without undue delay.

Schaeffler reserves the right at any time during and after registration by the respective User to require that adequate evidence be provided to support any information given, e.g. for the user group of workshop and parts dealers in particular proof of authority of the natural person acting as representative in relation to the trade or in terms of an independent or dependent office of the same trade as well as the registration of a trade. If requested evidence is not furnished or any doubts as to the correctness of information provided by the User exist, Schaeffler has the right to cancel registration.

5. At the time of registration the User shall provide a user name and a password to allow access to the registered area of the Portal.

The User undertakes to keep the password secret and to use such only in relation to the registered User for the use of the Portal. Any making available of the password to a third party is expressly prohibited.

Insofar as such relates to workshops, parts dealers or educational facilities, the User shall be liable for compliance with these obligations of due care and confidentiality. If, for whatever reason, the password becomes known to a third party, the User shall change the password without undue delay and shall notify Schaeffler accordingly without undue delay by email.

§ 3 Subject Matter and Scope of Portal

1. Schaeffler makes available certain information in a public area and in a registered area of the Portal subject to change, on a non-binding basis and without any rights as to the completeness of such information (cf. §1 of these GTC).

2. Schaeffler reserves the right to make any usage of specific areas, content and services of the registered area of the Portal subject to further conditions in respect of the person of the User, the provision of further user information and/or acceptance of further terms and conditions. Insofar as the abovementioned changes affect the services of Schaeffler which can be used only by redeeming bonus points (cf. § 2 no. 3, sentence 2 of these GTC) § 10 of these GTC shall apply accordingly.

3. Schaeffler hereby gives express notice that the availability and the use of the Portal is subject to the current state of technology in the context of necessary servicing or servicing windows. In addition thereto, the availability of the Portal shall be subject to § 6 no. 2 of these GTC.

4. Schaeffler hereby gives express notice that the content of the Portal constitutes material subject to copyright and other rights. Any copying, changing, distribution or storage of texts, parts of text, images, photographs or other pictorial materials, beyond that required for the simple browsing or caching of the content by the User for the User’s own purposes, shall require the express prior agreement of Schaeffler and/or the respective Portal Partner of Schaeffler.

5. Schaeffler hereby gives express notice that contents of the Portal contain protected corporate names, trademarks and other labels. Any use of such shall require the express prior agreement of Schaeffler and/or the respective owner.

6. In addition to the above, Schaeffler reserves all rights to intellectual property in the Portal.

§ 4 Term of User Agreement, Termination and Blocking

1. This User Agreement shall be for an indefinite term.

2. Either party may duly terminate the User Agreement in writing at any time with a notice period of four weeks; any rights to terminate for cause shall not be affected thereby.

3. Insofar as the User Agreement is terminated by one of the parties, Schaeffler may block access by the User to the registered area of the Portal upon termination becoming effective. § 4 no. 4 of these GTC shall not be affected thereby.

4. For the settling of any matters related to the user relationship after termination these GTC shall continue to apply. Insofar as a User still has bonus points in its account at the time of termination becoming effective, the legal consequences of the ending of the use of the bonus programme shall be determined in accordance with the rules related thereto (cf. F of the Conditions of Participation for the bonus program of the Portal).

§ 5 Ending of Portal

Schaeffler reserves the rights to end the operations of the Portal as a whole at any time and to duly terminate the User Agreements with the Users.

§ 6 Content/Availability

1. Schaeffler hereby gives express notice that content placed in the Portal may have been provided by a Portal Partner of Schaeffler or another third party. Portal Partners and other third parties are carefully selected by Schaeffler, the content of the Portal of is also carefully checked and complied by the Portal Partners and other third parties. However, due to the diversity and quantity of the material and because of constant updating, it is not possible for Schaeffler to check all information, documentation and data supplied by Portal Partners of Schaeffler. Schaeffler is therefore not liable for the content nor is it liable for the availability of the Services in the Portal. This shall apply regardless of whether or not the Services were placed by Schaeffler or by a Portal Partner.

The User is aware that the Services in the Portal are provided only as assistance for the locating of information related to the motor vehicle sector and in no way relieve the User from its own duties to exercise due diligence.

2. The User shall not have any right to access the Portal at any time or all times. In particular, Schaeffler shall not be liable for any disruption to access to the Portal if such is caused solely or substantially by reasons beyond the control of Schaeffler and/or is caused solely or substantially by reasons of force majeure and/or Schaeffler is not responsible for the disruption of access.

§ 7 Misuse of Password

The User shall be responsible for any misuse of the services of the Portal or any legal infringements in relation thereto by third parties in terms of § 2 no. 5 of these GTC, insofar as the User is responsible for such and particularly in cases of the password being made available or made known by the User contrary to § 2 no. 5 of these GTC.

§ 8 Liability

1. Insofar as any information, software or documentation is made available at no charge, any liability for any defect or defect of title related to the completeness, correctness, defect-free nature, or non-existence of third-party intellectual property rights and/or usability is hereby excluded except in case of gross negligence, wilful acts or deceit.

2. The information in the Portal may contain specifications or general descriptions of technical possibilities for products which may vary in individual cases (e.g. due to changes in a product). The required features of products are therefore to be agreed upon in individual cases at the time of purchase.

3. The liability of Schaeffler for any defects or defects of title shall be in accordance with the provisions of no.s 8.1 and 8.2 of these GTC. In addition any liability of Schaeffler is hereby excluded insofar as such liability is not mandatory as in the case of the Product Liability Act, wilful conduct, gross negligence, or as a result of injury to life, body or health, of because of an express guarantee as to quality, deceitful concealment of a defect or breach of a material contractual condition. Any damages for breach of a material condition as a result of simple negligence shall, however, be limited to typical foreseeable damage resulting from the contractual breach.

4. Schaeffler shall endeavour to keep the Portal virus-free but Schaeffler is unable to give any warranty that it is free of viruses. Before downloading any information, software or documentation the User shall ensure that adequate security measures and a virus scanner are employed for its own protection, as well as for the prevention of viruses in the Portal.

5. The above provisions shall not constitute a reversal of the burden of proof.

6. Insofar as the above provisions provide for an exclusion of the liability of Schaeffler, such provisions shall also apply to the advantage of its constituent bodies as well as the employees, representatives, subcontractors and agents of Schaeffler.

§ 9 Data Security

Personal user data which is requested, determined or obtained in connection with registration for and usage of the Portal shall be treated by Schaeffler in accordance with the applicable laws and regulations for data security, copies of which can be seen on the Schaeffler web page.

See Data Security Declaration

§ 10 Amendments to these General Terms and Conditions

1. Schaeffler reserves the right to amend these GTC at any time under this § 10 and without any need to give a reason for doing so.

2. The amended GTC shall be forwarded to the User by email no later than two weeks before such come into force. If the User does not object to the application of the new General Terms and Conditions in writing or by email within two weeks of the receipt of the email, the amended General Terms and Conditions shall be deemed to have been accepted.

Schaeffler shall expressly refer the User in the email containing the amended conditions as to the operation of the deadline and its significance.

Insofar as the User objects to the amended GTC, a continued use of the Portal shall not be possible. The user relationship shall be duly terminated thereby and shall end according to § 4 no. 2 GTC four weeks from the date of the objection. The further consequences of such a termination are set out in § 4 GTC.

§ 11 Claims

Except in relation to consumers, any and all claims arising in connection with the use of the Portal or these GTC must be made by way of legal proceedings at court within a period of one year from the respective claim arising, otherwise the right to make such claim shall be deemed to have expired.

§ 12 Closing Provisions

1. The User Agreement, these GTC as well as the other relations between Schaeffler and the User arising from or in connection with the Portal shall be subject to the material law applicable at the registered place of business of Schaeffler. The United Nations Convention on Contracts for the International Sale of Goods (CISG) is hereby excluded.

2. The courts at the registered place of business of Schaeffler shall be exclusively responsible in relation to any disputes arising from or in connection with this User Agreement and these GTC or otherwise from the use of the Portal in cases where the User is a merchant, a legal entity of public law or a public special asset or if the User does not have a residence or a seat of business in the country of the registered place of business of Schaeffler.

Conditions of Participation in the Bonus Programme of the Schaeffler REPXPERT Portal

The following Conditions of Participation of Schaeffler Automotives Aftermarket GmbH & Co. KG, Paul-Ehrlich-Strasse 21, D-63225 Langen (hereinafter “Schaeffler”) shall govern the legal relationship between Schaeffler and natural and legal persons as well as partnerships firms regarding the participation of Users in the bonus programme (hereinafter “Conditions of Participation”) offered by Schaeffler in the internet via www.repxpert.de (hereinafter the “Portal”) on a non-binding basis subject to change and without any right of claim by the User (hereinafter the “bonus programme”). The Conditions of Participation shall apply in particular to the acquisition and redeeming of bonus points as well as the general operation and procedures of the bonus programme in terms of the Portal. The Conditions of Participation are available for retrieval on the Portal.

Particular rules may also apply on the basis of additional conditions such as, in particular, those on which the ordering and/or claiming of bonus rewards are based (e.g. special conditions of use for the retrieval of content).

Schaeffler reserves the right to amend or terminate the bonus programme as a whole at any time.

A. Participation

1. The right to participate in the bonus programme of the Portal is restricted exclusively to registered workshops in terms of § 2 no. 1 GTC; those not permitted to participate in the bonus programme are parts dealers in terms of § 2 no. 1 GTC, educational facilities as well as employees of any Portal Partners.

Schaeffler reserves the right at any time during and after registration by the respective workshop to require that adequate evidence be provided to support any information given, e.g. in particular proof of authority of the natural person acting as representative in relation to the trade or in terms of an independent or dependent office of the same trade as well as the registration of a trade. If requested evidence is not furnished or any doubts as to the correctness of information provided by the workshop exist, Schaeffler has the right to cancel registration. The bonus programme shall thereby be deemed to be terminated, see chapters E and F of these Conditions of Participation.

2. Participation in the bonus programme shall commence with the registration of the User in the user group for workshops in the so-called registered area of the Portal (cf. § 1 No. 2 of the General Terms and Conditions for the use of the Portal).

A bonus account in the bonus programme will be set up for the respective User upon that User’s registration for the use of the registered area of the Portal. All bonus points received and registered by the User under the bonus programme will be credited to this bonus account.

3. The bonus programme and bonus account can be accessed by the User after registration on the Portal.

The User undertakes to keep the password secret in relation to any third party in terms of § 2 no. 6 of the General Terms and Conditions for the use of the Portal. If, for whatever reason in the area of responsibility of the User, the password becomes known to a third party, the User shall change the password without undue delay and shall notify Schaeffler accordingly without undue delay by email.

B. Bonus Points

1. Subject Matter

The arithmetical basis of the bonus programme shall be the bonus points credited to the bonus account of the User. These bonus points may be used only for those purposes set out in these Conditions of Participation. Bonus points from other bonus programmes or similar schemes may not be used under this bonus programme or converted into bonus points in terms of the Conditions of Participation. Bonus points are not transferable (neither to other Users nor to any third party) and may not be exchanged for cash.

A User may check the status of its points account by clicking on “Bonus Account” in the navigation bar of the website’s registered area at any time.

2. Collecting Bonus Points

A User may collect bonus points in three different ways: (a) by redeeming bonus coupons, (b) by purchasing bonus points or (c) by sending back dismantled parts in exchange for bonus points.

a. Register Bonus Coupons

Schaeffler and its Portal Partners, i.e companies offering content and/or services via the Portal, may attach bonus coupons to specific products at their own discretion. Each bonus coupon has a specific coupon number, whereby each coupon number is unique.

Each coupon corresponds to a certain number of bonus points related to the product’s price and which is determined by Schaeffler or the respective Portal Partner at its discretion.

By putting the bonus coupon number into the field “Register Bonus Coupon” in the Portal (“Bonus Points”) the respective point value assigned to the bonus will be credited to the bonus account of the User.

This coupon number may be registered only by the workshop which acquired the products.

Each bonus coupon displays a date by which the bonus coupon must be registered via the Portal. If the points are not redeemed by the respective date, the points for that bonus coupon expire on the date printed on the respective bonus coupon without any substitute.

b. Purchasing Bonus Points

Users may acquire bonus pints under the bonus programme via the Portal in exchange for the payment of money. Bonus points may be purchased by Users only in the quantities set out on the Portal. The prices for bonus points detailed in the Portal are net prices; any additional taxes are also to be paid by the User.

Payment for purchased bonus points can be made only via a credit card of the User, and Schaeffler alone shall determine which credit cards may be used for payment. By using the online purchase process for bonus points the User authorises Schaeffler to charge the respective credit card for the purchase of bonus points as indicated by the User. In the event that the credit card provided proves to be invalid the transaction will be aborted and the respective bonus points will be deducted from the User’s bonus account. In case the User’s data required for the transaction are incomplete the transaction will similarly be aborted and the User’s credit card will not be debited.

The User must ensure that sufficient funds are available in its account. In the event that the User’s bank rejects a direct debit, the User shall reimburse Schaeffler for any resulting costs and expenses unless the User is not responsible for the rejection of the direct debit.

Any purchase of bonus points via credit card is made by way of an input field in which the amount of the purchased bonus points is to be entered. After the pre-selection of the desired amount of bonus points, the order is summarised and the User has the opportunity to either confirm the amount or to correct it (button “Correct”). A successful purchase of bonus points will be confirmed immediately afterwards online and the User will receive an invoice as to the purchase of bonus points, whereby the invoice may be retrieved in advance in electronic form.

c. Sending back dismantled parts in exchange for bonus points

The user can send back predefined parts to Schaeffler. This is only valid for certain article numbers defined by Schaeffler, not for all products by Schaeffler. In exchange for sending the parts back the user will receive bonus points in accordance with the below mentioned. The amount of bonus points will be annouced separately.

The user needs to fill out the provided form (in the following „form“). Specifically, the article number of the part, the user's address and the desired pickup date and time by a predefined delivery suuplier (at present UPS) have to be added. The form needs to be filled separately for each part.

The user will receive a shipping label for each part. Shipping is contracted by and charged to Schaeffler and executed by UPS. After providing the shipping label, the user needs to determine the pickup time and date by UPS. The user is responsible for packing the part according to the current UPS packaging guidelines. It is at Schaeffler's discretion to change the supplier.

After Schaeffler has received the part, they will verify if the shipped part is identical with the claimed article number. The arrival of the part is reported to the REPXPERT team. This is why crediting the bonus points might take some time. Schaeffler endeavours to add the points in a timely manner.

In case the user sends back a part that is not equivalent to the claimed article number, he will not receive bonus points. Schaeffler will not send the part back to the user but reserves the right to scrap the part.

3. Redeeming of Bonus Points

Each workshop may redeem its own bonus points as follows. Preconditions for any claiming of a reward are that the respective bonus point account of the workshop has the required credit balance to meet the value of the selected bonus reward and that the reward is available.

The workshop may select from the following possibilities, whereby Schaeffler reserves the right to change the rewards offer:

a. Content Requiring Bonus Points

The workshop may redeem bonus points to receive any content via the Portal requiring bonus points in the terms of § 2 no. 3 of the General Terms and Conditions for the use of the Portal and in particular the offer of TecAlliance as offered under the bonus programme.

The number of bonus points required for the supply of content requiring bonus points will be shown with the respective content offered in the Portal. The bonus points necessary for the specific item of content requiring bonus points will be deducted from the workshop’s bonus account on the basis of single call-offs for that content (“pay per click”).

In addition to these Conditions of Participation further conditions may also apply to the use of content requiring bonus points, if and insofar as such conditions are set out in the Portal as the basis for obtaining content requiring bonus points.

b. Bonus Shop

A workshop may redeem bonus points from its bonus account for goods or service rewards in the context of the bonus shops in the Portal. Each goods or services reward will be given a value in terms of bonus points.

In addition to these Conditions of Participation further conditions may also apply to obtaining goods and services rewards, if and insofar as such conditions are set out in the Portal as the basis for obtaining such rewards.

c. Other Rewards

Further rewards and the related conditions and possibilities for obtaining such will be detailed in the Portal as and when the rewards become available.

4. Reward Conditions

If any rewards are made available subject to special terms and conditions or such terms and conditions are referred to at the time of ordering on the Portal, in the event of any conflict such special terms and conditions shall prevail over these Conditions of Participation.

C. Breach of Conditions of Participation/Misuse

1. In relation to any third party, bonus points may not be sold or exchanged or auctioned or otherwise passed on unless such is expressly permitted by Schaeffler. Similarly, any arranging or brokering of the purchase or sale of bonus points or the unauthorised claiming of rewards is not permitted.

2. In the event of any case under no. C1 or in case of any breach of these Conditions of Participation as well as any misuse of bonus points for which the workshop is responsible, Schaeffler reserves the right to (i) require the return of any ordered and delivered rewards, (ii) require monetary payment if the case of misuse relates to the use of content requiring bonus points which, if such relates to the offer of TecAlliance GmBH, will be in accordance with the applicable price list of TecAlliance, as well as to (iii) refuse to recognise any claim for a reward.

3. Any further rights or remedies against a workshop including those related to payment of damages shall remain unaffected hereby.

D. Expiry of Bonus Points

1. Bonus points credited to a workshop’s bonus account shall expire without compensation if there have been no transactions on the workshop’s bonus account within a period of one year, i.e. no bonus coupon has been registered and/or no bonus rewards have been claimed.

2. Six weeks and one week prior to the expiry deadline, Schaeffler shall separately notify the User by email of the imminent expiry of the bonus points without any compensation.

E. Ending of Participation, Blocking, Exclusion from Participation

A workshop’s participation in the bonus programme shall end in accordance with the user relationship between Schaeffler and the workshop for the registered area of the Portal. In addition, the provisions set out in § 4 GTC shall apply.

F. Validity of Bonus Points in case of Termination

1. In case of any notice of termination duly being made by the workshop for the user relationship between the workshop and Schaeffler in relation to the so-called registered area, any bonus points shall remain valid until the end of the user agreement unless such points are due to expire at an earlier time in accordance with these Conditions of Participation (cf. no. D of these Conditions of Participation). At the time of any due notice of termination becoming effective any bonus points still in the bonus account of the workshop shall not longer be redeemable and shall expire.

2. In case of any notice of termination by Schaeffler for the user relationship between the workshop and Schaeffler with regard to the so-called registered area, no. F sentence 1 of these Conditions of Participation shall apply correspondingly subject to the following provisions: any bonus points still in the workshop’s bonus account at the time of termination may be used by the workshop during a grace period of three months ("grace period") from the time of the termination becoming effective. The grace period shall end before the expiry of the three months if the workshop redeems all its bonus points before the end of this period.

3. In the case of any justified extraordinary termination for cause by Schaeffler, any remaining bonus points in the bonus account at the time of such termination shall expire without compensation upon the workshop receiving the notice of termination. An important reason shall exist especially in the case of a substantial breach of these Conditions of Participation by the workshop.

G. Liability

1. Insofar as any information, software or documentation is made available at no charge or in return for the redeeming of bonus points, any liability for any defect or defect of title of any information, software or documentation related to the completeness, correctness, defect-free nature, or non-existence of third-party intellectual property rights and/or usability is hereby excluded except in case of gross negligence, wilful acts or deceit.

2. The information in the Portal may contain specifications or general descriptions of technical possibilities for products which may vary in individual cases (e.g. due to changes in a product). The required features of products are to be agreed upon therefore in individual cases at the time of purchase.

3. The liability of Schaeffler for any defects or defects of title shall be in accordance with the provisions of no.s G 1. and G 2. of these Conditions. In addition, any liability of Schaeffler is hereby excluded insofar as such liability is not mandatory as in the case of the Product Liability Act, wilful conduct, gross negligence, or as a result of injury to life, body or health, because of an express guarantee as to quality, deceitful concealment of a defect or breach of a material contractual condition. Any damages for breach of a material condition as a result of simple negligence shall, however, be limited to typical foreseeable damage resulting from the contractual breach.

4. Schaeffler shall endeavour to keep the Portal virus-free but Schaeffler is unable to give any warranty that it is free of any virus. Before downloading any information, software or documentation the User shall ensure that adequate security measures and a virus scanner are employed for its own protection, as well as for the prevention of viruses on the Portal.

5. The above provisions shall not constitute a reversal of the burden of proof.

6. Insofar as the above provisions provide for an exclusion of the liability of Schaeffler, such provisions shall also apply to the advantage of its constituent bodies as well as the employees, representatives, subcontractors and agents of Schaeffler.

7. The User shall be responsible for clarifying tax matters related to bonus points. Any refund by Schaeffler of any duties or taxes is hereby excluded.

H. Data Security

Personal data of the User which is requested, determined or obtained in connection with the carrying out and processing of the bonus programme shall be treated by Schaeffler in accordance with the applicable laws and regulations for data security, copies of which can be seen on the Schaeffler web page.

See Data Security Declaration

I. Amendments to these Conditions of Participation

1. Schaeffler reserves the right to amend these Conditions of Participation at any time under this no. I and without any need to give a reason for doing so.

2. The amended Conditions of Participation shall be forwarded to the workshop by email no later than two weeks before such come into force. If the workshop does not object to the new Conditions of Participation in writing or by email within two weeks of receipt of the email, the amended Conditions of Participation shall be deemed to have been accepted. Schaeffler shall expressly refer the workshop in the email containing the amended conditions as to the operation of the deadline and its significance.

If the workshop objects to the amended Conditions of Participation, a continued participation in the bonus programme is not possible. The user relationship regarding the bonus programme is terminated and chapter F (Validity of Bonus Points in case of Termination) shall apply.

J. Closing Provisions

1. These Conditions of Participation as well as any other relations between Schaeffler and the workshop arising from or in connection with the carrying out and processing of the bonus programme shall be subject to the material right at the registered place of business of Schaeffler. The United Nations Convention on Contracts for the International Sale of Goods (CISG) is hereby excluded.

2. The courts at the registered place of business of Schaeffler shall be exclusively responsible in relation to any disputes arising from or in connection with the bonus programme or its carrying out or processing.